[COMPANY NAME]

Estimated First Interim Distribution

REFUNDING AGREEMENT

Name: [insert claimant name]

Address: [insert claimant address]

____________________________

Liquidator’s Proof of Claim No.: [insert claimant’s assigned POC #]

This Estimated First Interim Distribution Refunding Agreement (the "Agreement") is entered into on this _____ day of __________ , 2000, between you, the above described claimant ("Claimant"), and the New Jersey Insolvent Health Maintenance Organization Assistance Association (the "Association").

The New Jersey Insolvent Health Maintenance Organization Assistance Fund Act of 2000 (the "Act") was enacted on April 6, 2000 for the purpose of protecting, subject to certain limitations, covered individuals and providers against the failure or inability of HIP Health Plans of New Jersey, Inc. ("HIP") and American Preferred Provider Plan, Inc. ("APPP") to perform certain contractual obligations as a result of insolvency.

The Act established the New Jersey Insolvent Health Maintenance Organization Assistance Association ("Association") as a nonprofit legal entity to manage the funding and payment of certain eligible claims against HIP and APPP. As a condition of receiving payment directly from the Association for eligible claims, providers of health care services of the insolvent carrier agree to forgive one-third of the unpaid contractual obligations due them.

In addition, the Act provides that Claimant’s claims may be subject to retrospective verification or audit and that all, or part, of any interim partial payment or distribution may be reclaimed by the Association as a result of the findings.

In consideration of this Estimated First Interim Distribution from the Association, the Claimant agrees as follows:

1. REFUND of ESTIMATED FIRST INTERIM DISTRIBUTION

Claimant agrees that in the event it is determined that some or all of this estimated interim distribution must be returned to the Association as a result of the Claimant receiving a distribution from the Association to which it was not entitled, the Claimant shall refund to the Association all or that portion of the estimated first interim distribution as requested by the Association within thirty (30) days of receipt of written request thereof.

The final determination with respect to reclaim situations will be based upon: (i) further developments as a result of the continued claim adjudication process by the insolvent carrier, and/or, (ii) negligence, fraud or mistake by the Claimant.

Claimant’s failure to remit all or a portion of the estimated first interim distribution to the Association within thirty (30) days of receipt of written request shall cause interest to accrue on and after the due date at the percentage of interest prescribed in the rules governing the Court of the State of New Jersey for judgments, awards and orders for the payment of money.

2. ASSIGNMENT OF RIGHTS

Claimant agrees to assign its rights to payments against the insolvent carrier to the Association with respect to this estimated first interim distribution.

3. ASSOCIATION’S RIGHT to SETOFF

If the Association determines in good faith that the Claimant has failed to comply with any provision of this Estimated First Interim Distribution Refunding Agreement, the Association retains the right, in addition to any other rights it may have, to setoff against any future disbursements to the Claimant the amount due to the Association and to withhold monies which would otherwise be distributable to the Claimant.

Further, upon finalizing the claim, if it is determined that multiple claims were filed for the same occurrence by related parties, the Association reserves the right to combine all such claims including any estimated interim distributions paid. Future claim payments, if any, as well as any right of recovery matters will be addressed with and through the recognized primary entity.

4. CHOICE OF LAW, VENUE AND JURISDICTION

Any disputes arising in connection with this Agreement shall be resolved in accordance with the laws of the State of New Jersey.

5. NOTICE

Any notice required or permitted under the terms of this Agreement to be given to the parties shall be deemed given: (i) if actually received by the intended recipient by any means of manual delivery or electronic transmission; (ii) if posted by prepaid certified mail, return receipt requested; or, (iii) if consigned to and receipted by a commercial delivery service and addressed as follows:

If to the Association:

NJ Insolvent Health Maintenance Organization Assistance Association c/o New Jersey Department of Banking & Insurance Office of Financial Solvency, 8th Floor 20 West State Street PO Box 325 Trenton, New Jersey 08625-0325

With Copy To:

[Deputy Liquidator]

If to Claimant: _______________________________________________

_______________________________________________

Telephone No.: __________________________________

Facsimile No.: ___________________________________

6. ENTIRE AGREEMENT

This Agreement supersedes all prior offers and agreements of every kind and expresses the full intent of the parties. This Agreement shall not be modified except by an instrument in writing, executed by the authorized representatives of each of the parties. No oral modifications apply.

7. SUCCESSORS and ASSIGNS

This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns including, but not limited to, a trustee in bankruptcy.

8. NO ADMISSION of LIABILITY

The negotiation, execution, terms delivery and/or performance of this Agreement shall not be construed as an admission by the Association of any liability to the Claimant except as set forth herein, and shall not be admissible in any trial or pretrial proceedings between the parties, except to enforce this Agreement.

9. ACCEPTANCE of AGREEMENT

Claimant’s endorsement, deposit or negotiation of the enclosed Estimated First Interim Distribution check in any manner whatsoever constitutes Claimant’s acceptance of all terms and conditions of this Agreement without exception.